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Western Digital director awarded dividend rights

Western Digital director Martin I. Cole received a small award of dividend equivalent rights linked to existing RSUs, increasing his contingent equity-based position.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

WESTERN DIGITAL CORP (symbol: WDC) is the issuer of record for a Form 4 filing submitted to the SEC. Cole Martin I reported acquisition or exercise transactions in this Form 4 filing.

WESTERN DIGITAL CORP (WDC) director Martin I. Cole reported an award of 0.6786 Dividend Equivalent Rights on September 17, 2026, tied to previously granted restricted stock units. After this grant, he holds 3.2359 Dividend Equivalent Rights directly. No Rule 10b5-1 trading plan is reported.

Each Dividend Equivalent Right represents a contingent right to receive one share of Western Digital common stock or the cash value, and vests proportionately with the underlying RSUs.

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Insider Cole Martin I
Role Director
Type Security Shares Price Value
Grant/Award Dividend Equivalent Rights F1 0.6786 $0.00 $0.00
Holdings After Transaction: Dividend Equivalent Rights — 3.2359 contracts (Direct)
Footnotes (1)
  1. F1. The dividend equivalent rights accrued on previously awarded restricted stock units (RSUs) which vest proportionately with the RSUs to which they relate. Each dividend equivalent right represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof.
Dividend Equivalent Rights awarded 0.6786 rights Grant to director Martin I. Cole on September 17, 2026
Dividend Equivalent Rights held after award 3.2359 rights Direct holdings of Martin I. Cole following the transaction
Underlying common stock per right 1 share or cash value Each Dividend Equivalent Right represents a contingent right to one share of Western Digital common stock or the cash value thereof
Dividend Equivalent Rights financial
"The dividend equivalent rights accrued on previously awarded restricted stock units"
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
restricted stock units (RSUs) financial
"accrued on previously awarded restricted stock units (RSUs) which vest proportionately"
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
contingent right financial
"Each dividend equivalent right represents a contingent right to receive one share"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did Western Digital (WDC) director Martin I. Cole report?

He reported an award of 0.6786 Dividend Equivalent Rights on September 17, 2026, tied to previously awarded restricted stock units, increasing his directly held Dividend Equivalent Rights to 3.2359.

What are the Dividend Equivalent Rights reported for WDC?

The filing states each Dividend Equivalent Right is a contingent right to receive one share of Western Digital common stock or the cash value, and they vest proportionately with the restricted stock units to which they relate.

How many Dividend Equivalent Rights does Martin I. Cole hold after this WDC Form 4?

Following the reported award, Martin I. Cole directly holds 3.2359 Dividend Equivalent Rights, each tied to Western Digital common stock or its cash value upon vesting.

Is the WDC Form 4 transaction under a Rule 10b5-1 trading plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not affirmed, so the reported award of Dividend Equivalent Rights is not identified as executed under a Rule 10b5-1 trading plan.

Does this WDC Form 4 report any stock sales or open-market purchases?

No. The Form 4 reports only a grant/award acquisition of 0.6786 Dividend Equivalent Rights. There are no open-market purchases or sales of Western Digital common stock disclosed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Cole Martin I

(Last)(First)(Middle)
C/O WESTERN DIGITAL CORPORATION
5601 GREAT OAKS PARKWAY

(Street)
SAN JOSE CALIFORNIA 95119

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
WESTERN DIGITAL CORP [ WDC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/17/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Dividend Equivalent Rights(1)09/17/2026A0.6786 (1) (1)Common Stock0.6786$0.03.2359D
Explanation of Responses:
1. The dividend equivalent rights accrued on previously awarded restricted stock units (RSUs) which vest proportionately with the RSUs to which they relate. Each dividend equivalent right represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof.
By: /s/ Sandra Garcia Attorney-in-Fact For: Martin Cole09/21/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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